Articles of organization are legal documents that are required in order to establish a limited liability company (LLC) at the state level. This information outlines all the rights, duties, powers, obligations, and liabilities of each member of an LLC. It can also help to govern actions between an LLC and its members.
What is the Purpose of the
Articles of Organization
Filing the articles of organization with the secretary of state in Florida, along with paying the filing fee, is essentially what forms an LLC. In some states, the articles of organization are called by a different name.
The articles of organization is an outline about your company. In some ways, you can consider the articles of organization a birth certificate for your business. Although every state has different requirements for what needs to be included, they all generally explain the purpose of business and who is involved in the company.
It is essential to have these documents in order to legalize your business. If you do not have the required articles then you cannot set up a business bank account, apply for business loans, or create a legal identity that protects each partner's personal assets and finances.
What Information Needs to be Included
in the Articles of Organization?
Information that your LLC needs to include in the articles of organization:
- Company Name: This should be the exact name of the company you are starting.
- Statement of Purpose: Description of the business in which the company operates as.
- Duration: How long you plan to operate the business, as some businesses are temporary.
- Place of Business: Mailing address where the principal business will take place.
- Registered Agent: The registered agent is someone that accepts documents and important tax information on behalf of the company. The registered agent must have a street address in the state of Florida, and must also sign a form acknowledging and accepting the position.
- Management: Information about company owners, managers, and officers.
What is the Difference between
Articles of Organization and Articles of Incorporation?
There are articles of incorporation and articles of organization. The content of the articles of organization and the articles of incorporation are somewhat similar, but there is one main difference: their purpose.
The articles of organization are always used to establish an LLC. Alternatively, articles of incorporation are used to create a corporation. In some cases, an attorney might push you to create both articles in order to ensure they are appropriately drafted, but typically only one needs to be used. The articles of organization require just one registered agent, whereas articles of incorporation require three.
Cost of Filing Articles of Organization in Florida
In Florida, the cost to file the articles of organization is $100, with an additional $25 registered agent fee. In order to register as an LLC in the state of Florida, this must be paid when filing the articles of organization.
How to File Articles of Organization for a Florida LLC
Here is how to file the articles of organization in Florida.
The first step is to list the full name of your Florida LLC. It is important that at the end, it has the words “Limited Liability Company”, “LLC”, or “L.L.C.” so don’t forget to add that in.
Next, you must list the street address of your principal place of business, along with your mailing address if it is different.
List Effective Date
The effective date of your LLC is when your business will be officially in operation. Typically this is the same day that your filing is accepted. You can choose a different day, which is five days prior to when the Department of State receives the filing or up to 90 days after.
List Your Registered Agent
In Florida, every business entity in the state is required to appoint a registered agent. This person or business must live in the state of Florida and have a physical address in the state. You can appoint someone you know to be your registered agent or have an experienced business law attorney be your registered agent as a third party option.
List Managers and Members
This article includes the names and addresses of each person authorized to make management decisions for your LLC if known at the time of filing the articles of organization.
Send to Florida Secretary of State
Your Florida LLC Articles of Organization can be filed online, in person, by mail, or fax. Online filings are processed the quickest. When sending in your Florida LLC articles of organization, make sure to include the $125 filing fee.
Reasons Articles of Organization May be Rejected
In some cases, the secretary of state will review your articles and they can reject them. Articles that are rejected are typically rejected because of an issue with the proposed name of the LLC.
Another reason may be because you did not include the required fees, or because other legal formalities were not met. After submitting, depending on the secretary of state office, it may take several weeks to get a response. Sometimes there is an expedited option. After these articles are approved and filed, the LLC becomes a legal business entity.
How a Lawyer Can Help Submit Articles of Organization
Forming a limited liability company (LLC) is a long process that takes your business from an idea to a real business entity. Hiring a lawyer means that you will ensure that your articles are done correctly. It will help you avoid making mistakes that might cost you a delay, or a fine. Hiring a lawyer can also ensure that you file correctly overall, with a name that is available, and generally to avoid mistakes.